ICC Position on the EC proposal for a Common European Sales Law

On July 12, 2012, the ICC Comission on Commercial Law and Practice sent the following position paper in response to the European Commission proposed regulation on a Common European Sales Law.

Summary

For B2B cross-border sale contracts, a Common European Sales Law is not expected to generate any added value. Businesses have no need of an alternative “second” contract law system: at present, in cross-border trade between businesses, there are no significant difficulties, as long as the national legal systems start out from the principle of freedom of contract. Where this is not the case (e.g., due to the excessive content control in the German law on general terms and conditions), remedial measures should be created at the national level instead.

Standard contracts and the application of the CISG play an important role in the largely smooth operation of cross-border contracts between businesses. In this respect, EU-wide ratification of the CISG would create further benefits. The introduction of an additional optional instrument like the Common European Sales Law, on the other hand, would risk creating a high level of legal uncertainty for many years, including through inconsistent practice by the courts of various Member States, thus resulting in greater demand for advice and higher transaction costs.